Terms and Conditions
The following Terms and Conditions (T&Cs) apply from 15 July 2021. They replace all previous terms and conditions.
Subject Matter and Scope of the Contract
These Terms and Conditions (hereinafter referred to as "T&Cs") apply to all services (hereinafter referred to as "Services") and software provided within the framework of the contractual relationship between Frienton GmbH, provider of the software solution "Frienton", and the sole proprietorships or companies that use these services (hereinafter referred to as "Customers/Clients").
The T&C of the provider apply exclusively. Conflicting or deviating T&C of the Client are not accepted by the provider, unless their validity has been expressly agreed in writing. The T&C shall apply if the service provider provides its services to the Client without reservation including the knowledge of conflicting or deviating terms and conditions of the Client.
By registering for the Software as a Service (SaaS) "Frienton", the Client confirms that they have taken full note of these T&C and agrees to them without restriction. In this context the Client waives, in particular the right to invoke other different documents, and specifically their own General Terms and Conditions of Purchase. Furthermore, the Client declares their consent to the processing and disclosure of the personal data of the Client, insofar as this is necessary for the provision of the described services. The current legal regulations of data protection are respected at all times.
Frienton GmbH essentially grants of the possibility of using the service "Frienton" via the Internet on servers that are within the sphere of influence of the service provider. The Client receives, as far as this is necessary, access to and rights of use for the corresponding services. When using SaaS, the Client can enter data and apply various functions. Frienton's service includes the website, the Frienton application, the associated mobile application, as well as FAQ and help pages.
A prerequisite for the trouble-free use of the aforementioned services is a reliable continuous Internet connection to the servers of the service provider. It is the responsibility of the Client to establish this connection with the help of their devices.
Frienton GmbH provides the Client with various services and services in the sense of a software-as-a-service solution via the Frienton platform. The content and scope of these services are determined by the respective contractual agreements, otherwise exclusively by the functionalities described on the provider's website at the time of conclusion of the contract.
Frienton may offer the Client trial versions in the form of test accesses. During the specified trial period, the use is free of charge. If the user wishes to continue using the services after the end of the trial period, the contract may be subject to a charge.
Only the Client and/or employees authorised by them are entitled to the service. A transfer of the account to third parties or other granting of access by the Client to a third party is prohibited and Frienton reserves the right to extraordinary termination.
Frienton regularly adapts its services provided through the Frienton Platform to technological development and market needs at its sole discretion in order to fulfil the intended use as set out in the product description. This may entail changes to the service content such as new or changed functionalities and inclusions of new technologies. However, the changes will not lead to restrictions on the functionalities
mentioned in the product description. The Client cannot derive any rights or claims from these changes.
Frienton is also entitled to make new services available for a fee and to discontinue the provision of free services. Furthermore, the provider may extend paid services with fee-based services. The provider will take into account the legitimate interests of the Clients when changing the fee-based services and will announce them in good time.
Frienton always strives for the unrestricted availability of its services, but cannot guarantee an unrestricted access. On an annual average, Frienton undertakes to ensure 98% availability of its services.
The Frienton services provided are also in accordance with the contract, insofar as the service level is reduced by a maximum of 1% on an annual average due to repair, updating or maintenance work on the Frienton website or circumstances that lie outside Frienton's area of responsibility. These circumstances include, in particular, all actions of third parties that are not acting on behalf of Frienton and the availability of technical Internet functions that cannot be influenced by Frienton.
Conclusion of Contract and Right of Withdrawal
Unless expressly and individually agreed otherwise, a contract is only concluded upon successful completion of the registration process and a confirmation by the provider to the Client in text form of an e-mail.
There is no entitlement of the Client to conclude a contract. The provider is free to reject any offer by a Client and to conclude a contract without providing reasons.
The Client has the option of downloading and printing the T&C on the website during the registration process as well as before the conclusion of the contract.
The provider offers its services exclusively to entrepreneurs within the meaning of§14 BGB (German Civil Code) who use these services only for business purposes.
According to § 312 Abs. 1 BGB (German Civil Code), a right of withdrawal only exists vis-à-vis consumers. If the user is not a consumer within the meaning of§ 13 BGB (German Civil Code) and uses the services of the provider, there is no right of withdrawal.
Obligations of the Client
The Client is responsible for the secrecy and security of their access data to the Frienton platform. Client access data shall be kept secret and not be disclosed. The Client is responsible for ensuring that third parties cannot take note of their access data. Clients shall ensure all necessary measures to ensure confidentiality, including: by using a strong password consisting of numbers, letters and special characters which is updated regularly.
The Client must notify Frienton and/or Frienton immediately in writing via e-mail of any misuse of the Frienton services, or a corresponding suspicion or a loss of access data.
If additional users are activated for Frienton services, the Client is responsible for the behaviour of these additional users in such a way that if the Client themselves or their legal representative had acted.
From the time of registration on the Frienton platform, the Client guarantees their accessibility at the specified e-mail address. The Client must respond to Frienton (Frienton) enquiries immediately.
The Client shall ensure that all information, files and documents necessary for the provision of the Frienton services are provided within the agreed deadlines.
The Client undertakes to use the Frienton platform exclusively in the context of their professional activities.
The Client is independently responsible for creating the necessary system and infrastructural prerequisites for the use of the services owed in accordance with the contract. Should the Client use third-party offers (e.g. browser add-ons), they are responsible for ensuring that these do not impair Frienton services. Frienton assumes no liability and is not liable for damages resulting from the lack of compatibility.
The Client undertakes not to engage in system analysis and other activities that could be considered reverse engineering.
Prices and Payment Processing
At this time, the Provider's services are free of charge for the Client.
The service provider is entitled to change agreed fees at its reasonable discretion. Such a price change must be announced in text form no later than six weeks before it takes effect.
Confidentiality, Data Protection and Bank Secrecy
Frienton undertakes to protect Client data at all times by appropriate and state-of-the-art measures and to pass on personal data of the Client and any users registered on the Frienton platform within the framework of the contractual relationship between Frienton and the Client only for legal reasons if this is necessary for the provision of the Frienton services or if the Client has consented.
Frienton only transmits data in encrypted form. Furthermore, access to the Frienton platform can be secured by two-factor authentication.
The security procedures required to retrieve the account information via FinAPI's multi-banking interface are determined by the respective bank. Frienton assumes no responsibility or liability in this regard.
In order to ensure audit-proof processing of the data, the creation, modification and deletion of data with information on the user name and the processing date can be logged.
The use of the Frienton Services may require the Provider to process personal data on behalf of the Client. The parties confirm that the Client is responsible for all data that they upload to the Frienton Platform and that they may, if necessary, correct, delete or change it at any time. Frienton is a processor of data at all times on behalf of the Client.
In order to provide the Frienton services, Frienton also processes the personal data of the Client in the order of data processing. For this purpose, Frienton and the Client conclude a Data Processing Agreement (DVV) as an annex to these T&C, which can be viewed under [Link] or under Settings - Data Processing Agreement on the Frienton Platform in its current version. Upon acceptance of the T&C, DVV shall also be deemed to have been accepted.
The Client acknowledges that it has authorised to engage Frienton to process such data and that all instructions will be lawful.
Frienton will only process Client Data in accordance with Client's instructions and will not use it for unauthorised purposes.
In the relationship between the parties, all data provided by the Client to Frienton or the Frienton Platform belongs to the Client.
In the event that declarations of consent are obtained from the Client in the context of the use of the Frienton services, it is pointed out that these can be revoked by the Client at any time.
Contract Term and Termination
At this time, the Client can use all Frienton services free of charge.
A termination of the contractual relationship with Frienton with regard to the use of Frienton-Services by the Client is possible at any time. The cancellation can be made on the Frienton platform under Settings - Delete Profile. If this is not possible or reasonable for the Client, they can alternatively declare the termination in writing via e-mail to Frienton. The right of each party to extraordinary termination remains unaffected by this.
Frienton reserves the right to delete Client data after termination of the contract, regardless of the reason for termination. Frienton is under no obligation to retain Client Data after this date and will only retain the necessary data for the minimum period of time after termination of the Contract in order to comply with relevant legislation.
Frienton acts at all times in accordance with the General Data Protection Regulation (GDPR) and all data protection requirements.
Transfer of the Contract
The contract may not be transferred under any circumstances by the Client to a third party, in whole or in part, whether in return for payment or free of charge, without the express prior written consent of Frienton.
Frienton reserves the right to use a processor or subcontractor of its choice in connection with the provision of the Frienton-Services.
Frienton also reserves the right to transfer this Agreement to a third party, subject to prior notice to the Client.
Changes to the Terms and Conditions
Frienton reserves the right to make changes to these T&C that correct obvious errors or gaps, adapt descriptive provisions to changed circumstances, serve as clarification or improvements, are of an editorial nature or do not have the objective to disadvantage the Client from a legal or factual point of view. This includes, in particular, the introduction of further free services on the platform.
Frienton will inform the Client of such changes in writing by e-mail.
Frienton may offer the Client changes other than those mentioned above to these T&C. If the Client does not object within a period of 6 weeks, the changes shall be deemed approved. Decisive for compliance with the objection period by the Client is the receipt of the objection in written form from Frienton.
Frienton will inform the Client by e-mail about the new regulations and the date of entry into force and point out the objection period and the consequences of the expiry of the objection period. Upon receipt of this e-mail by the Client, the objection period begins.
For the duration of the contractual relationship, Frienton grants the Client a simple, spatially unlimited, non-transferable, non-sublicensable right to use the SaaS platform Frienton used by the Provider to distribute its services as intended in accordance with these T&C.
The Client is entitled to access the software operated on the provider's IT systems in order to process their data.
The user may only use the Frienton platform for their own business purposes
The system is protected by copyright and remains the complete intellectual property of Frienton. No intellectual property is transferred to the Client. Individually adapted software that pertains to the service remains the intellectual property of Frienton, unless otherwise agreed in writing between the parties.
The Application and all information provided by it, other than Client data, are protected by copyright and are the property of Frienton. Any developments or adaptations made to such intellectual property by the Client shall also become the intellectual property of Frienton.
Frienton is not obliged to provide the Client with the source code of the software.
The Client assures that no material uploaded by them to the Frienton platform and no other Client data infringes the rights of third parties or their intellectual property rights, nor contain any material that is obscene, infringing, inappropriate nor unlawful.
Client shall notify Frienton and/or Frienton of any actual or suspected infringement of Frienton's intellectual property of which Client has become aware. In addition, provisions of §§ 69a et seq. of the Copyright Act shall apply.
Claims for damages due to breaches of contract and tort can only be asserted in the event of intent or gross negligence on the part of
Frienton or its performance. The violation of cardinal obligations, personal injury or mandatory, deviating statutory provisions remain unaffected.
In addition, the provider is not liable for services provided free of charge.
Frienton is not responsible for service disruptions due to force majeure, in particular the failure or overloading of global communication networks. For this reason, the Client cannot claim a reduction in their obligation to perform.
Frienton is not liable for the information published through its services. The respective sender is responsible for their accuracy, completeness and timeliness.
The provider is not liable for the loss of data to the extent that the damage is based on the fact that the user has failed to comply with their statutory retention obligations.
Frienton is not liable for damages that may arise on the part of the Client due to a lack of security precautions during data transmission.
A possible obligation to pay compensation for damages is limited to the amount of the annual fee.
Claims for damages by the Client shall become statute-barred one year after their arising, without prejudice to the provision of § 202 BGB( German Civil Code). This shortening does not apply in the case of gross negligence or intent.
The laws of the Federal Republic of Germany shall apply to the exclusion of the UN Law on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all disputes arising from or in connection with these T&C is the registered office of the provider, insofar as the Client is a merchant, a legal entity under public law or a special fund under public law. This also applies to the enforcement of Frienton's rights vis-à-vis the Client.
Should individual provisions of the T&C be or become invalid, this shall not affect the validity of the remaining T&C. The invalid provision shall be replaced by the contracting parties via mutual consent by such a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner.
The above provision applies accordingly in the event of provisions unforeseen & hence not covered by the T&C.
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